Fluttershy: an Anastasia Au
by TheLocalCrazyPerson
Summary: MLP:FIM/Anastasia. Ten years ago, Lord Tirek attacked the Royal Family in Ponyville. While he was sent back to Tartarus, their family was broken by the loss of one of their Grand Duchesses, Fluttershy. Now, orphan Flowing Grace is on a journey to find out who she is, and who her family is, along with the help of Discord and Shining Armor. Fluttercord Shining/Cadance Celestia/Sombra
1. Prologue

There was a time, not very long ago, where everyone lived in an enchanted world, full of grand things, and harmony and friendship echoed through the land of Equestria. It was the night of the Grand Galloping Gala, and the Ponyville Palace glowed with lights and various ponies from all over poured in through it's doors. It was a celebration of Celestia's and Sombra's 1000 year rule, and the blissful return of Luna.

The most joyful of all the ponies there were Princess Twilight, and the Grand Duchesses, Rarity, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy. They pranced around their father's feet, giddily laughing at his attempts to snatch them up. He was only able to grab Fluttershy, who screeched in laughter as he tossed her in the air. Celestia laughed at her children's and husband's antics, and smiled down at her sister.

"Truthfully, sister, I've never seen you so happy," Luna said, her voice brimming with surprise and a tinge of joy.

"I don't believe anything could go wrong. I have my six wonderful children, my sweet Sombra, and now, I have you back, little sister," Celestia replied, bowing her head to nuzzle her sister. She pulled away after a minute. "But it saddens me to have to leave them and Sombra here when I have to return to Canterlot, sometimes for weeks-months at a time."

"Why don't you bring them?"

"They're so young, I don't know if they could handle the constant travel, especially little Fluttershy. But," Celestia smiled, "I had some very special gifts made for them. You will probably remember them from long ago."

"You don't mean…"

"Yes."

"But they're only fillies-could they handle that much responsibility?"

"They will in time. But for now," Celestia's horn glowed, and a jeweled chest floated from behind her chair, "they serve as keys for something else."

She turned her attention back to the dance floor, and beckoned her children to her. They abandoned their game with their father, and galloped up the raised dais to their mother. Twilight flew to her, still a little clumsy with her wings, and nuzzled under her chin. The rest of the girls followed suit in a large mass of giggles.

"What is it mother?" Twilight asked. The rest nodded, Pinkie jumping all over the place.

"Is it a surprise? I love surprises! Is it a cake? Oh! No! Cupcakes? Magical artifacts that will be an important plot device for when we're older?"

Everypony looked at her bewildered.

"Pinkie, that sounds ridiculous," Rainbow Dash said, zipping around Celestia's throne to perch on the top piece above her head, "Wonderbolts tickets would be cooler. At least 20 percent."

"Rainbow Dash, it wouldn't be that!" Rarity said with a toss of her head, one eye on the glittering box, "Mother is the ruler of Equestria, she probably has a reserved box for their shows!"

"Oh right…."

"Then what is it?" Applejack said, all the while trying to get the pink bow out of her hair. Celestia laughed, and gently adjusted the bow.

"I have a gift for each of you," she said, her horn once again glowing as the the box floated up. Rainbow flew down to where the rest of them had gathered on the floor. They all stared up at it, eyes wide. The box opened and they all gasped. Inside were five necklaces with glittering gems, and one tiara. Between them sat a small, crystalline box with 6 ports that matched the shapes of the gems: one diamond, one balloon, one apple, one lightning bolt, one star, and one butterfly.

"Oh pretty!" Twilight exclaimed.

"They're divine," Rarity said, edging closer to the the open chest, "But what's in the smaller box?"

"You'll see," Celestia responded, and the necklaces and tiara were magicked into the air. They each settled on each of their necks and the tiara settled behind Twilight's horn. Celestia lifted the crystal box out of the box and placed it on the floor between them.

"This is where your other gift comes to play. Each of your necklaces, and your tiara, Twilight, serves as a key to open it. Go ahead, see what happens."

They each gathered around the box to their respectful ports, Fluttershy lagging behind a little, nervous. The necklaces and tiara began to glow, and they linked into the ports. The box opened, and music began to play.

"It's a music box! And it plays our lullaby!" Fluttershy girls smiled, enchanted with their gift. Discord, unseen by everypony, peeked out from behind one of the tapestries, and stared curiously at the scene before him. He thought it needed a little more…chaos. But before he could even snap his fingers, a guard came around the corner, forcing him back into hiding.

"It's for when I'm away in Canterlot, so you can pretend that I'm singing you to sleep," Celestia smiled, and began to gently sing.

"On the wind  
Cross the sea  
Hear this song and remember…"

The girls nestled in closer to her, and began to sing along softly.

"Soon you'll be  
Home with Me  
Once Upon a Warm Summer…"

Fluttershy glanced down at her necklace once it was released from the port.

"It has writing on it!" she said, and her sisters looked at their respective jewelry, excited. Celestia grinned, and Luna couldn't help but smile.

"Read what it says, darling," she said fondly, nudging Fluttershy's head. She brought it up closer to her eyes.

"Together…in…Canterlot…"

They all broke out in large grins and jumped on their mother.

"Oh thank you, thank you thank you!" they exclaimed in unison, and soon fell into a fit of giggles. Soon Sombra returned to the dais, and joined with his happy, and now complete again, family.

But, they would never together in Canterlot. A dark shadow grew over the party, silencing all, and vanquishing all the lights there. Ponies gasped in silent horror, and delicate glasses dropped from hooves and magic alike. The creature made it's way through to the dais, the crowd parting in his wake.

"Tirek!" Sombra hissed through clenched teeth. Tirek tore his cloak from his shoulders to the floor. While in one of his weaker forms, he was still massive-larger than Sombra. The little Princess and Duchesses hid behind their mother's feet and tail as she stood to confront the terror before them. Luna came to stand next to her, looks of determination on their faces. Sombra galloped down the steps to Tirek.

"How dare you come here," Sombra exclaimed, "Leave at once!"

"And why should I? I am becoming more powerful every day! I rival even your dear, sweet, Celestia," Tirek said mockingly. Celestia spread her wings, and flew above the crowd, horn glowing. The young fillies gasped in alarm, and raced behind Luna.

"Tirek! My sister and I banished you once, we could easily do it again! Leave at once, and no harm shall come to you."

Celestia scowled at him, and both Sombra's and Luna's horns began to glow. Tirek backed away a few feet.

"Fine! But I banish you with a promise! Mark my words, Celestia, your precious family will suffer horribly within a fortnight! I will not rest until you grieve, forever!"

And with that, he shot down a chandelier and disappeared in a puff of smoke. It crashed with a shatter, glass and candles flying every which way. Ponies screamed and began to panic, running from the mess of tangled metal and glass and out of the ballroom.

"Ponies, please be calm! It was nothing but a harmless threat!" Sombra yelled over the crowd, trying to calm them but to no avail. Celestia, still above them all, cast a powerful spell, and a large light burst from her horn. The crowd stopped, shocked.

"Be calm, my little ponies! Tirek may have threatened us, but he will not prevail, this I promise you," she called to them, floating back to the raised dais to her sister and daughters. They peered from behind their aunt's legs before running back to the safety of their mother. Sombra was very quick to join them. They smiled down at them, all of which but Fluttershy had stopped shaking. But the both of them couldn't banish the look of worry from their eyes.

_Two Weeks Later_

Tirek had grown only more powerful, and soon amassed an army of horrid creatures- Changelings, Diamond Dogs, and Griffins.

And he kept his horrible promise.

Soon all of Ponyville was besieged by him and his minions, the main focus being the castle. The servants and royal family ran as fast as they could, never pausing for a moment. Guards flew and ran around them, firing through the glass windows or diving through them to attack whatever was there. Sombra and Luna led the way, both firing spells as fast as the could. Sombra carried an unconscious Rainbow Dash, who had been knocked out by a piece of debris. Celestia followed closely behind, keeping the rest of her daughters together and safe.

Fluttershy ran as hard as she could. She was almost out the door when she realized something was missing.

"My necklace!" she cried, and just as quickly turned, running past her mother.

"Fluttershy, come back!" Celestia called after in a panic. She turned, and began running after her. "Sombra! Luna! Take the girls to the train! I'll be back soon!"

Sombra could barely hold himself back from running after, but the cries and pushes of Luna and the whimpers of his daughters got him out of the palace.

Fluttershy ran, screaming at every crash around her. She soon found the door to her and her sisters' nursery, and pushed them open. Celestia pushed her out of the way, quickly closing the door behind her. Fluttershy opened the jeweled chest, pulling out the necklace and clasping it around her neck. She was about to grab the music box too, when suddenly there was a slam against the window, shards of glass landing around their feet. A diamond dog grabbed through the window at them. Celestia went over to her daughter, draping one of her wings and fired a shot at the dog. He was only stunned for a moment. Fluttershy shuddered and began to cry as she and Celestia stepped back. There were thuds and cries from the door, blocking their only escape. They were trapped.

"Normally I don't get involved. or want anything to do with you ponies," a voice echoed from nowhere, "but I really detest Tirek"

A snap was heard, and the diamond dog at the window was gone, but the problem at the door remained. Another snap, and the snake-like figure of Discord appeared. Fluttershy's eyes went wide, and she hid further behind her mother's feathers.

"Discord!" Celestia claimed, "What are you doing here?"

"Saving your royal flank, what does it look like?" he snapped in response, "Those mutts and bugs are going to get in here any minute. I'll hold them off, but then I'm out."

"But how are we supposed to escape?" Celestia asked, slightly panicked as the thudding increased. Discord looked around the room quickly, before noticing small marks on the wall.

"The servants' passage! Quick!" he said, prying open the small door, and shoved them through. The music box slipped from Fluttershy's hoofs, and she reached out to grab it back.

"My music box!" she cried as Discord slammed the door, and with a snap, sealed it up. The doors and window burst open with a flood of dogs and changelings. Discord, although all sharp claws and talons and the power of chaos, was overcome, and soon lay unconscious on the floor, talon draped over the crystalline box.

Soon enough Celestia and Fluttershy were outside, and were running to the train station. Tirek watched from the uppermost roof of the castle at the two of them before jumping off. He landed with a crash behind them, grabbing Fluttershy's tail, and dragging her towards him. She screamed, and Celestia turned, her face etched with horror.

"You're coming with me, little duchess!," he yelled, raising her up to eye level. Fluttershy's wings began to flap harder than ever, trying to get away from the monstrosity before, her eyes clamped in terror. There was a bright light behind her eyes, and she felt herself fall. She opened her eyes in panic, and upon seeing the ground become increasingly close, her wings snapped flat to her body, despite the need to fly. She started to scream, but soon felt a familiar pair of hoofs around her. She looked up to see her mother's face in pure unbridled rage, her horn glowing dark with a magic she had never seen her mother do. Celestia shot a powerful blast into Tirek's chest, pushing him backwards. Still holding onto Fluttershy, she flew higher, and with a mighty swish of her head, another shot rang out from her horn. But this time, a portal opened up behind Tirek , and began pulling him in. He looked behind him to see the depths of Tartarus, and attempted to get away from the portal. But he could not; the portal was stronger than he.

His powers could be visibly seen being taken from him as his body once again became tiny and weak. He grabbed and clawed at the ground, but to no avail. He lost his hold, and was sucked into the portal. There was another flash, and the portal disappeared. Celestia, breathing heavily, flew back down to the ground. She gently set down Fluttershy, her horn no longer glowing. Fluttershy could easily see that the spell had taken a lot from her, and nuzzled against her leg. All of a sudden, a piercing howl echoed around them, followed by more barks and yelps, and the rhythmic fluttering of insect wings.  
Fluttershy cried out, spurring Celestia from her daze. She gasped, and using her wing, nudged her child in the direction of the town.

"We must go! Now!"

They ran as fast as they could to the station, ponies were pouring from everywhere in waves and nopony could hear one over the other. The train was slowly starting to pull from the platform, despite the protests of many ponies who desperately needed to get on the train. Fluttershy and Celestia ran after it, but Fluttershy could no longer keep up, her legs and wings on the verge of giving out.

Two royal guards were reaching out from the caboose. Luna, Sombra, Rainbow Dash, and the rest of the little fillies were inside the cart, being tended to by doctors. They were able to grab Celestia, and pull her onto the train. Celestia, having heard the cries of Fluttershy, turned and nearly lunged off the train, trying to grab her. They were able to grab each other's hooves for a moment.

"Hold on!" she cried, trying to levitate her daughter from the tracks and to her, but the strain of the previous spell impeded her. Tears started to stream down her face. "Grab onto my hoof!"

"Please don't let go! I can't -" Fluttershy screamed as she tripped on an uneven board in the tracks, falling down. She crashed, hitting her head, and didn't stir. Celestia's eyes widened, and she tried to get off, but the guards held her back. She fought against them, but was too weak.

"Fluttershy!" she screamed, shaking with sobs, as her beloved daughter was taken from view as a massive flood of ponies poured onto the tracks. "Fluttershy!"

.

.

So many lives were destroyed that night, and what had always been was gone forever for the Royal Family. And their Fluttershy, their beloved little Grand Duchess, was never seen again.


	2. Chapter 1: A Rumor in Ponyville

Ten years had passed since the attack on Ponyville, and much had changed. After the attack, Celestia and Sombra cast a powerful spell, one that monitored strong bursts of magic outside of the royal family. Diamond Dogs were locked away in their own mines, and the changelings were exiled to the wastelands outside of Equestria.

The Royal Family had permanently left Ponyville, never to return, not even for clothes or toys. The Palace, once a grand, sparkling beacon, was almost in ruin. The windows and doors were boarded up, never again to be brightly lit, and the towers and balconies were beginning to crumble from neglect. Hardly any pony dared enter it.

All of this had a lasting effect on Ponyville. To them, a certain joy had left them along with the Royal Family. As the elderly matron of the Apple looked over the crowd of ponies in the marketplace, Granny Smith could easily see the difference in them from ten years ago. While they all looked and acted the same, something had definitely changed. And it certainly wasn't from the overcast winter weather.

"Ponyville is gloomy…," she rasped slowly. Cheerilee, walking past with a small group of fillies and colts, nodded.

"Ponyville is bleak…," she sang in response.

"My beard and tail are frozen from standing here all week!," cried out Hayseed, whose graying hair had turned into blocks of ice and icicles from him fervidly trying to take care of a plant near town hall. Others, noticing the three singing, joined in.

"Since the royal family left us,  
Our lives have been so gray  
Thank goodness for the gossip  
That gets us through the day!  
Hey!"

Slowly, everypony joined in, some grabbing the newest issue of the local newspaper. They began showing each other the front page article. Shining Armor, confused by the sudden musical number, tried to make his way through. He was late enough as it was; he didn't need to be stuck in a flash mob.

"Have you heard? There's a rumor in Ponyville!  
Have you heard what they're saying on the streets?"

Caramel ran in front of him, displaying the front page. It was all about the missing duchess, and had a photograph of her when she was a filly.

"Although the family went away, one daughter must have been to stay!," he sang, more to the surrounding ponies than Shining. He sidestepped around the yellow stallion and others, and made his way past the marketplace

"The Duchess Fluttershy!" everypony sang, only to be interjected by Silver Shill.

"But please, do not repeat!"

Suddenly everypony was moving in a huge flock, dancing with each other, surrounding Shining Armor and causing him to trip. Why did he even arrange the meeting in the trader's building?

"It's the rumor  
A legend  
A mystery!  
Something whispered in an alleyway  
Or through a crack!"

Shining pulled out of the crowd, and snuck through a stall to the other side of the marketplace. Only to wind up in another singing crowd of ponies.

"It's a rumor that's part of our history!"

Trixie, the formerly great and powerful, stood shout-singing from her stand full of small, glittering snow globes, each with a small figurine of the Duchess.

"They say the royal family will pay a royal sum to somepony who can bring their duchess back!"

Shining Armor finally escaped from the massive throng and arrived at the trader's building. He galloped up the steps to the landing, swinging his head side to side, looking for his…business partner of sorts. A sharp whistle came from behind him.

"Pssst! Shining!" a gray unicorn hissed. He was wearing a coat made of different swatches of fabrics, covering practically his whole body and dragging on the ground.

"Discord!"

Discord shushed the other, and both ran inside the building. Inside were many sales ponies, each selling not so legally obtained goods. That is, things looted from the abandoned palace, or knock-offs of actual belongings of the royal family. The Flim Flam Brothers were the more pushy of them all.

"Three bits for this painting! It's genuine, I swear!" the first of the two said, thrusting the painting in the direction of the two. Both could easily see the very recent brushstrokes on the canvas surface and pushed past, only to be interrupted by Flam.

"Prince Blueblood's pajamas, friends; buy the pair!" he sang, levitating the pair in front of them, but they had left at 'Prince Blueblood'. No one wanted those- no one. Lily Valley was the last one they ran into, holding up a large, black and red cape.

"I got this from the palace! It's lined with real fur!" she sang excitedly, waving her hoof in front of the cape. Discord grabbed a corner of it, and held it against his chest.

"It would be worth a fortune, if it belonged to her!" They all sang in agreement. Discord gave her a bit, and took the cape with them. They walked quickly out of the trading floor, and into a back room.

"Well, Discord, I got the theater," Shining said, using his magic to readjust his coat, following the other up a flight of stairs. " I don't see how this scheme will help me though."

"Look, all we need is a girl!" Discord responded, shedding the coat. As it slid off, he transformed back into his normal self, and tossed the garment to the side without a care.

"I was sent to find the Duchess, not just anypony off the street!" Shining hissed, running to walk side by side with Discord. The draconequus sighed, and leaned down, wrapping an arm around the Captain of the Guards' neck.

"Your moral code is wonderful, Shining, but think of it! How many butter-yellow pegasi with pink hair are there? It'll be a cinch to find one just like her, maybe even find the actual duchess!" he said, leading the other up more flights of steps to a small, practically trashed loft.

"You can go back home to Canterlot, and your pretty little princess fiancee, and back to being big brother to the other princess…what's her face…-" "Twilight." "- Twilight! And the magic sensor will be lifted- hopefully- and I can go back to being Lord of Chaos! We'll have three tickets out of here, one for you, one for me, and one for Fluttershy!"

He left Shining's side, leaping to the open window.

"It's the rumour, the legend, the mystery! It's the Duchess Fluttershy who will help us fly!," he sang over the town before teleporting back to the unicorn's side again. " You and I, friend, will go down in history! We'll find the girl to play the part and teach her what to say! Dress her up, and take her to the city!" Discord snapped his fingers, keeping his magic usage small enough so it wouldn't trigger the sensor. A small crystalline box appeared in his talon, and he waved it in front of Shining's face.

"Imagine the reward her dear old mother's going to pay!" Discord sang, quickly stuffing it into a small briefcase, "Who else could pull it off but you and me!"

He pulled the unicorn to the window, and looked out over the crowds below.

"I'll be rich!"

"I'll have the girl!" Shining sang in response.

"We'll be out!" the other countered.

"We'll be out!" Shining reared up on his hind legs. Discord wrapped his lion's paw around him, and they both leaned out over the balcony.

"And Ponyville will have some more to talk about!" they both sang in unison, before Discord launched both of them off the roof and into the snowy streets below. The ponies below were still wrapped up in their song.

" Shh! Have you heard? There's a rumor in Ponyville!  
Have you heard what they're saying on the street! Hey"

The ponies devolved into small clusters, each talking about their own theories on the disappearance of the duchess, every so often interrupted by somepony yelling 'hey'. Discord and Shining ran after a random hay cart, jumping aboard. Suddenly the ponies started singing and dancing again.

"Have you heard? There's a rumor in Ponyville!  
Have you heard? Well what do you suppose!  
A fascinating mystery!"

"The biggest con in history!" Discord sang from the cart, waving a hat he pulled from nowhere in the air as they traveled from the market.

"The Duchess Fluttershy!  
Alive or dead?"

"Who knows? shh!" Silver Shill shushed, before returning to his stand. Everypony went back to their normal activities, suddenly quiet save for random chatter.

A few minutes later, Discord and Shining hopped off the cart near the older part of town. They weaved through the alleys as they made way for the theater, avoiding most ponies as Discord refused to turn into a unicorn, claiming that doing it again would set off the sensor.

The theater wasn't in the best condition, to say the least. It was weather worn and needed a coat or three of new paint. The shingles and roof were crumbling slightly, and hundreds of flyers and posters covered the walls.

"It's awful," Discord stated, eyeing the building up and down. Shining Armor groaned in exasperation.

"Look, I got the theater, and it's the best I could've-" Discord pressed a talon to the unicorn's lips, shushing him.

"Excuse you, I wasn't finished," Discord said, removing his talon and walking toward the theater. "I would think that a Captain of the Royal Guard, not to mention fiancé to a princess, would know better than to cut off their elders when they're speaking."

The other did not say a word, his face deepening into a scowl.

"As I was saying…I like it!" Discord finished with a grin.

Shining moaned and just hoped that this ordeal would all be over soon.


	3. Chapter 2: Journey to the Past

A few miles from Ponyville, just a few miles into the Everfree forest, but still safe enough to live in, was an orphanage. It was a run down structure that lacked any sort of color other than a faded gray/blue and a muddy brown. The roof was sagging from age and a snow pile that was accumulating from the falling snow. The property was bordered by a tall iron fence, rusted and bowed out in a few places.

The windows were empty, some with a few curtains and random toys and dead flowers. However, the windows above the front door were lit up with the faces of a dozen or so small fillies and colts of all different ages. They were waving, and calling goodbye to one of the best ponies they knew, Flowing Grace, as she and Chrysalis, the orphanage owner exited the building.

Flowing Grace, or Gracie, was an elegant, soft spoken, yellow pegasus with a long pink mane that was tied back in a ponytail. She wore an old, green, tattered coat, with a long purple scarf tied around her neck. Her hat barely kept her ears warm and was loose despite the amount of hair tucked under it, and her boots were so worn down that her hooves were barely above being frostbitten.

She had become like the mother of all of them in the ten years she had lived there. While she couldn't necessarily stand up for herself, she found it easier to help those younger and smaller than her, especially animals. Every mouse, squirrel, or any animal she came across she took care off. They absolutely adored her, save for Chrysalis. But since she was now 18, she was too old to stay.

"I got you a job at a cherry farm in Dodge Junction. You go straight down the path until you get to the fork in the road. Go left," Chrysalis snapped as she slowly trudged her way down the snowy path towards the young mare. But Gracie was too busy waving and calling goodbye up to the children. "Are you even listening to me?!"

Startled by the sudden outburst, Gracie let out a small shriek, shrinking back a few feet. "Y-yes, I'm listening, ma'am."

Chrysalis growled and grabbed the end of her scarf with her magic, dragging her to the gates.

"Ever since you came here, you have made yourself impossible to get adopted," she ranted as Flowing Grace struggled to keep up with the larger mare and keep waving goodbye. "You're a flighty, nervous little pegasus that brings in animals every other day that insists that she has a family."

The scarf came loose, and magically dangled in the air as Chrysalis ranted on.

"For the past ten years, I've fed you, I've clothed you, put a roof over your head!" she threw open the gates with a overly dramatic toss of her head. Gracie lowered her head, nudging the snow with a hoof, knowing the next part of the rant as the changeling turned back towards her. "How is it you don't remember who you are, yet you can remember every pony and animal that comes in and out of this place without a clue?"

"Oh, but I do have a clue!" Gracie exclaimed, reaching inside of her coat, and pulled out a golden necklace with a bright pink butterfly gem set in the middle. It was a strange coincidence that it matched her cutie mark.

Chrysalis groaned. "I know!" she smiled, too sweetly, and lifted up the trinket with the tip of her hoof, "'Together in Canterlot'. So, you want to go to the capital to find your family?"

She dropped her hoof, still smiling saccharinely as Gracie smiled and nodded in response.

"Oh little miss Gracie," her face sank back into a scowl, and she flew behind the other, and began shoving her out the gate, "It's time you learned your place, in life and in line. No one will be as kind to you as you are to them!"

She tossed the scarf into Flowing Grace's face. "Together in Canterlot!"

Chrysalis slammed the gate, and laughed heartily as the young mare watched on sadly, stuffing the scarf in a pocket. She looked longingly up at the faces up in the window of the only home she knew, before turning away, starting her trek in the snow. It was the farthest she had been from the orphanage in the past ten years. She had been found as a little filly on the outskirts of Ponyville near the train station, after the attack on the palace. She had hit her head hard, and couldn't remember anything. Nopony had recognized her, or those that could've were gone, fled in a panic. She had lived in the orphanage ever since. While she knew part of her was going to miss the place, she knew it was not a real home, and now she was free to find her real one.

And Chrysalis, to be honest, was really a big dumb meanie when it came down to it.

"Ponies can be kind," Gracie muttered to herself as she approached the fork, "I know she's just saying that to be cruel. I will never stop being kind."

She flew up to be eye level with boards on the sign. One pointed in the direction of Dodge Junction, which she knew was a long trek. The other pointed to Ponyville, where she had been found.

"She said go left…but I know what's left," she said turning away from the left facing sign, "I'll be Flowing Grace the orphan forever. But if I go right…"

She flew to the other side, starting to fly down the path, "Maybe I could find…whoever gave me this necklace. They must've loved me." She pulled the necklace from her coat, cradling it in her hooves. She let it drop against her chest with a sigh.

"Oh, this is crazy! Me? Go to Canterlot? I can't possibly! But if my family is there…oh dear, what do I do? Which way should I go? All I need is a sign, a hint! Anything!" she called out into the woods before sinking down to the ground, and sat on the trunk of a fallen tree. As she sat waiting for her sign, a small white bunny popped out of the snow. With a mischievous glint in his eye, he grabbed the end of the scarf, and pulled it out of her pocket. Flowing Grace saw something move out of the corner of her eye, and turned to see the bunny begin to run behind her, the scarf trailing behind him.

"Oh my goodness! Little bunny, may I have my scarf back? I'm waiting for a sign," she said gently, trying to grab the trailing end. The bunny skirted away from her hoof, running out of her reach. The pony got up, running and sliding in the snow after the bunny. She managed to grab the other end with her hooves. The rabbit ran around her in circles, despite her cries of protest, tying her hooves together until-

Woosh!

She spun around on all four hooves, losing her balance, and fell into a snowbank. She watched as the bunny went down the path to Ponyville, waving the scarf in the air tauntingly. She sighed, and flapped her wings to get into the air.

"A bunny wants me to go to Ponyville? That's-" she paused with a slight gasp. She fluttered back down to the ground, walking towards the the critter, who had dropped the scarf, and was looking up at her expectantly.

"I can take a hint," she said quietly as she smiled softly and kneeled to gather the scarf in her hooves. She looked down the path ahead of her. The snowy road seemed to beckon her. She slowly stood, eyes never leaving the path. She started to softly sing to herself for encouragement.

"_Wings don't fail me now_

_Courage don't desert me_

_Don't turn back now that we're here…_"

She cautiously stepped forward, leaving the scarf half gathered in her pocket as the small bunny grabbed hold of the end again, pulling her forward.

"_Ponies always say life is full of choices_," she continued, looking back from where she came for a second as she walked farther and farther down the road, "_No one ever mentions fear. Or how the world can seem so vast…._."

She stopped, and scooped up a hoof-full of snow. Smiling, she threw it into the air.

"_On a journey to the past!"_

Suddenly a carriage rushed by, covering Flowing Grace and the bunny in snow. As it sped away, she flew out of the cold pile, undeterred by the snow lodged in her coat and boots. She flew forward down the road, eyes wide at every possibility rushing through her head of what she would find.

"_Somewhere down this road, I know somepony's waiting_," she sang, returning back to the snowbank as the rabbit popped up out of it. _"Years of dreams just can't be wrong!_"

She grabbed the bunny in her hooves, cradling him and gently stroked his fur as she continued to sing.

"_Arms will open wide_

_I'll be safe and wanted_

_Finally home where I belong!"_

She flew to the ground, placing the small creature back on the ground before returning her attention back to the journey ahead of her.

"_Well starting now I'm learning fast_," she sang walking farther from the bunny, "_On this journey…"_

She paused slightly, looking back at the rabbit behind her before nodding her head at him with a smile. The rabbit ecstatically leaped to her, following her stride.

"_To the past!"_

As they continued on, they came across a small farmhouse, smoke curling from its chimney. A small family was playing out front. The two small fillies, excited to see a new face along with a small rabbit in the middle of winter, ran over to Gracie and began to chase after the bunny, running in circles around the mare. Their parents and Gracie laughed at their antics, however Angel, which was what Gracie decided to name him, while thinking this was fun, was growing unamused.

Flowing Grace started back down the path as the children stopped chasing Angel, turning to wave goodbye to them. They waved back, the youngest calling out a farewell. Angel lingered for a second, hoping that maybe he would get a treat, before returning back to Flowing Grace.

"_Home, love, family_," she sang sadly as she watched the family disappear inside their home, "_There was once a time I must of had them too.."_

Looking forward, she noticed Angel had come across a small group of squirrels, two of which were trying to play with him. She knelt down in the snow behind him, smiling at the sight.

"_Home, love, family, I will never be complete until I find you!"_ she sang, this time full of confidence as she scooped Angel up, and flew into the air, spinning around in joy before landing again, and started walking with a jaunty pace.

_"One step at a time! One hope, then another! Who knows where this road may go_!" she continued, hopping up onto a fallen tree to cross a small brook. Angel leapt from her back, running across. She took off her hat, shaking her hair free from the hat's confines.

"_Back to who I was," she sang_, dancing across the log, cheerfully pressing the hat onto her head. "_On to find my future! Things my heart still needs to know!_"

She flew off the log, over the small crowd of woodland creatures that had been drawn out by her voice. Flowing Grace landed in the snow, and began to prance up the last stretch of the road to the peak of a hill, kicking up snow and spinning.

_"Yes, let this be a sign_

_Let this path be mine_

_Let it take me to my past!_

_And bring me home…"_

Flowing Grace flew up into the air, and finally saw the roofs of Ponyville below, and the sparkling towers of the palace in the distance. She swept off her hat, spreading her arms and wings wide.

_"At last!"_

As the last note echoed over the town, she landed back on the ground. Angel jumped onto her back and they galloped down to Ponyville. The snowy path faded into cobblestone as they entered, and ponies were traveling up and down the streets. The sight of a hundred new ponies put Flowing Grace slightly on edge. Never really leaving the orphanage had made her unaccustomed to large crowds. She felt herself backing away before Angel tugged on her ponytail. She looked back at him and he pointed forward into the town. She nodded, and stepped into the fray.

The town was strangely familiar to her, and she somehow found her way to the train station. She shook it off, thinking that maybe she just remembered from when she was a filly. She had been found near the train station, after all. Flowing Grace stepped onto the platform, and got into the shortest line to one of the ticket windows.

"Um, sir? One ticket to Canterlot, please," she said quietly to the porter once she arrived to the front. He was an older stallion, who looked overtired, gruff, and like he did not want to be there.

"Twenty bits," he said, glaring down at the mare.

"Twenty bits! I only have two…," she gasped. That seemed steep for a simple train ticket.

"No bits? No ticket!" he snapped, slamming the window shut. Flowing Grace and the older mare behind her gasped, while Angel jumped onto the windowsill, pounding on the glass to try and get the porter back. Flowing Grace sniffed, trying to hold back tears. How was she supposed to get there now?

"Pssst!"

Gracie turned around to the older mare. She was wrapped in multiple shawls, and her white mane shot out from her hood in thick tufts.

"See Discord. He can help!," she whispered, eyes darting left and right. Gracie leaned closer to her.

"Where can I find him?" she whispered in response, excited. Angel jumped back onto her, eyeing the older mare suspiciously.

"At the old palace, but you did not hear that from me!" the mare responded, shaking her head.

"Oh," Gracie said, turning back towards town as the older mare ushered her away with whispers of 'go'. "Discord…"

She quickly said thank you to the older mare before galloping back into town.

* * *

Hey ya'll! Now, I mention that this story is a big project, right? Well this is where you (the readers) come into play! We (myself and my co-producer) are holding auditions! We need your best Discords, Fluttershys, Tireks, etc., to sing the songs! So come and audition!

this link is to her blog. it has all the info for the auditions! tagged/MLP  
but separately:  
Discord: watch?v=eN4kwc-ek2s  
Fluttershy: watch?v=QPifZEuut8M  
Tirek: watch?v=8twknarh2P4  
Shining Armor: watch?v=7ELtMlG6czE  
Cadance: watch?v=enMjnMVYVZQ

Once we get the main cast all set, we'll be looking for chorus members too! There are multiple solo bits that need to be filled.


	4. Chapter 3: Once Upon a Warm Summer

To say that the auditions for Duchess Fluttershy were going well would be a complete and utter lie. The coffee had run out halfway through viewing. 50 actresses, and Discord could sense Shining Armor's patience and stamina wearing down. And he couldn't blame him.

So far, out of those 50, only 10 were actually pegasi. Of those 10, three were naturally yellow with pink manes. The rest of the actresses were either earth ponies or unicorns, some with horrible die-jobs and fake wings, and some didn't even try. For Celestia's sake a griffon showed up. A griffon. Discord had half a mind to just turn back into a draconequus and scare everypony- and griffon- out. But that would put a wrench in his scheme.

"Nice, nice, very nice. Okay! Um…Thank you!," he called out to the actress as she trotted offstage. He crossed out her name with a flourish.

"I look like a duchess and I dance like a feather!" she called out before disappearing behind the curtain.

"O-kay," Shining muttered," Next, please!"

A slightly older pegasus slowly walked onto the stage, a long brown fur coat trailing behind her, a cigarette holder protruding from her lips. Once she reached the center, she flew a few feet into the air. She wheezed, gasping for air.

"Mother it's me," she said, dropping the coat to the ground, revealing a shorter version of a sailor's dress, "Fluttershy."

She waggled her hips, and took a long drag off the cigarette.

"Oh brother," Discord murmured as he crossed off her name, and Shining slumped onto the desk with a moan.

Later as the two exited the theater, Shining sighed, going through the photos of the girls.

"Well, Discord, we're done for. I've no more money now, we no longer have the theater and still no one to pretend to be Fluttershy," he said tossing photos into the air and shoving a few in the other's face.

"Oh, don't be such a downer. She's here somewhere right under our noses!" Discord replied, leading Shining down the alley, "Remember, one look at that box and Celestia will think we brought the real Fluttershy."

They bustled down the path, narrowly avoiding a yellow pegasus as Discord continued.

"Before she can realize what's happened, you'll be on your honeymoon, and I'll be free!"

Flowing Grace stared at the strange two, before turning back to the few ponies in front of her. She had gotten herself lost, and had no idea which way to go. She had tried asking for directions, but had clammed up before she could even get close enough to them. Angel impatiently tapped his foot on her back, as though trying to urge her forward.

"Um, ex-excuse me?" she practically whispered. Fortunately, it was loud enough for the ponies to hear. They turned towards her, and seemed to glare her down. She started to murmur an apology and back away, but Angel slammed his foot hard onto her back. She stopped backing away and continued. "I'm looking for the Ponyville Palace?"

"It's that way," one of them said, with a nonchalant wave of his hoof, "Don't even bother. No pony lives there anymore."

Despite his statement, Gracie quickly found her way there. The palace was beautiful, even though somewhat dilapidated. She couldn't shake a sense of familiarity as she wandered around the outside, trying to find an entrance. In her daze, she barely noticed as Angel hopped off her back and through a boarded up window until she heard the sound of clattering wood.

"Angel!" she whispered, running to the window. "Angel, where are you?"

She leaned against the wooden boards, peering inside for a minute before trying the pry the boards away. A tough pull, and they flew off, sending Gracie to the ground and landing with a shatter. She landed with a cry.

Back inside, Shining Armor looked up from his tea in surprise. From his years of training, his ears were finely tuned to hear even the most quiet sounds.

"Did you hear something?"

Discord looked at him sideways from behind his glass of chocolate milk and shrugged, "Nope."

Shining Armor set down his glass with a sigh and got up, leaving the room with Discord not far behind him.

Meanwhile, Flowing Grace had made her way inside, and was exploring the castle. The rooms were mostly dark, very little light filtered in through the windows. Cobwebs and dust covered almost every surface. Tables, chairs, tapestries, along with other objects, laid in disarray.

"Hello? Anypony home?" she called out into the emptiness. She looked up a flight a stairs to see Angel on the level above her, waving her over with his paw. She galloped up the steps to catch him. Being alone in that place put her on edge. But at the same time, it felt like she had seen it before. Once she had caught up with the white rabbit, they both traveled down the hallway into a small parlor.

The room was covered in large paintings and tapestries, and hoof-carved tables and chairs were scattered about. A long table covered with delicate plates lined windows. Everything was covered in a fine layer of dust and cobwebs. Flowing Grace gentle flew up, just a foot off the ground, her wings sending webs and dirt flying. She picked up one of the small plates on the tables, wiping it off with her hoof. Once clean, it shone, shining her reflection back at her. For a moment, she thought she saw something else on the porcelain- the figure of an older stallion lifting a small pegasus up in the air, both dressed fit for a ball. She shrugged and placed the plate back on the table. Angel looked up at her curiously. She shook her head once or twice before walking back towards the door where a small vase stood in front of a mirror. It was painted with delicate swans, bears, and twisting vines of flowers.

"This place…it's strange. It's like a memory from a dream," Gracie said slowly, tracing the gilded wings of the swans. She began rocking back in forth.

"Dancing bears, painted wings- Things I almost remember…And a song somepony sings, once upon a warm summer,"she sang, swinging away from the vase to the door. She left the room, and headed down a flight of steps into what was once a grand ballroom. Crystal chandeliers hung from the ceiling, just barely glittering in the light from the tall windows on each side of the room. Just above them were large paintings of elegantly dressed ponies dancing. She shed her coat, hat and boots on the landing, leaving them in front of a large painting.

"Somepony holds me safe and warm," she continued, flying into the air, wrapping her arms around her, "Horses prance through a silver storm. Ponies dancing gracefully- across my memory!"

She spun, and flung her hooves out towards the dance floor. In a giant burst of dust, the paintings came to life, the couples danced, floating down to the floor below, or even landing next to Gracie herself. The elegantly dressed figures bowed and curtsied towards her, and she bowed back. She flew down the steps herself, landing among the others. Gracie spun and danced, trying to soak up as much as she could. Angel watched from the top of the steps, confused as to what she was doing.

"Somepony holds me safe and warm. Horses prance through a silver storm!" she sang again as the large painting from the landing came to life. Five ponies, about her age galloped down the steps to her, while the remaining three slowly descended. They swarmed around her, giving her necklaces, bracelets, and the purple alicorn placed a small tiara on her head. "Ponies dancing gracefully- across my memory!"

As the five ponies were swept away with dance partners, Flowing Grace spun again, and suddenly was wearing a long, golden dress that glittered and felt lighter than air. She found herself being grasped in the hooves of one of the stallions from the paintings, leading her into a dance.

"Far away, long ago! Glowing dim as an ember!" she sang as she danced from partner to partner, ignoring the large space opening around her as ponies moved, bowing to a gray unicorn, and two white and blue alicorns. "Things my heart used to know! Things it yearns to remember!"

The tall gray unicorn stopped next to her, and her partner left. The unicorn gently took her, and slowly danced with her. He looked kind, and strangely like the figure she saw in the plate just minutes before, but something in her mind felt she knew something more than that.

"And a song somepony sings!" she slowly sang as they stopped. He stooped and gently kissed her forehead. She stepped back a few feet, curtsying. "Once upon a warm summer!"

She stooped down to kneel on the floor, head bowed as the three smiled down warmly at her.

"HEY!"

Everything burst to nothingness, the ponies disappearing back to their paintings, and the dirt and webs returned as Flowing Grace was startled from her dream. She looked up to to the source of the voice to see a strange creature and a white unicorn standing at the top of a set of stairs near the back.

"What are you doing in here?" the creature shouted, pointing at her. She gasped, and sprung to her hooves, running towards the landing.

"Hey!" Discord yelled, flying off the steps to the floor. Shining Armor galloped after him. The draconequus chased her up the landing trapping her in front of the painting. "Stop! Hold on a minute."

He heard her whimper as she turned to face him, her pink mane, covering her face.

"How did you get in….here…" he stammered out as she raised her head to look at him. She was by far one of the loveliest ponies he had seen. But not only that, as she stood next to the painting, she stood side by side with the figure of the Duchess Fluttershy.

And they were practically identical.

* * *

sorry it's so late you guys! It's been a little hectic!

But anyways, auditions are still open for Cadance, Discord, Shining Armor and Tirek! Look below darlings!

Discord: watch?v=eN4kwc-ek2s

Tirek: watch?v=8twknarh2P4

Shining Armor: watch?v=7ELtMlG6czE

Cadance: watch?v=enMjnMVYVZQ


	5. Chapter 4: Her Royal Highness

Discord felt his jaw drop as he continued to stare at her. She shuffled, nervous under his gaze as Angel stepped in front of her, raising his paws in a defensive stance. Shining Armor galloped up the steps, coming to a sudden halt next to Discord.

"Excuse me, miss, but-" he started before Discord stopped him, quickly wrapping a paw around his face.

"Shining, do you see what I see?"

Shining threw a cursory glance towards the mare before turning back to the draconequus, "No."

Discord grabbed his chin, pointing back towards the girl and the portrait. Within seconds Shining saw the resemblance, and gasped. "Ah, yes!"

By that point Angel had had enough of them just standing there, and ran up to Discord, throwing fast, but adorably harmless punches into his legs. Discord considered kicking him away, but since he seemed to belong to the mare, decided against it.

"Are you D-discord? A-and sorry about Angel..." she said, voice soft as she stepped forward. Discord grabbed the rabbit, tossing him onto his partner's back.

"Cute," he hissed before turning back to her, suddenly genial and ran up the steps up to her, "Perhaps. It really depends, my dear, on who's looking for him."

"Oh, um, I'm Flowing Grace, or Gracie, and I need tickets!" she said enthusiastically, before quieting down to a slight whisper as Discord began circling her. "They say you're the, um, pony to see, but I'm not supposed to say who…"

He merely hummed in response, continuing to examine her. She looked about the same age as Fluttershy, and looked very much like her. A sudden clearing of a throat broke him from his stare.

"What are you doing? Can you please stop staring at me?...Unless you're part...um...vulture...then I apologize," Flowing Grace said, staring up at him and scuffing the floor with her hoof.

"No, I do apologize, Flying Grace-" "It's Flowing Grace." "Yes, okay, it's just that you look an awful lot like…" he moved to gesture at the painting behind her, but stopped, and pulled Shining to his side. "Nevermind. You said something about tickets? And I would imagine a passport, too, if you're looking to travel across Equestria these days."

"Well, yes!" she said, her voice joyful as she flew into the air, "I would like to go to Canterlot."

"Ah. Now, Gracie-right?-, you seem young, won't your family worry?" he asked, stroking his goatee. If she had family anywhere in the area that would look for her, it would add unneeded conflict to his situation.

"Well, no, not exactly...I was found wandering when I was eight years old...I've been an orphan for the past ten years," she said, gently shuffling from side to side.

"So, nothing from before then?"

"No, I have very few memories of my past," Flowing Grace said. She touched the necklace around her neck, unseen by Discord who had turned back towards Shining. Shining looked from Angel, who decided he actually liked him, and up to Discord, eyes darting to the mare.

"She's the one we need, Shining," he whispered. "It's perfect."

"But I do have one clue," she said, snapping Discord's attention back to her, "and that's Canterlot."

"Canterlot," he parroted with a quick roll of his eyes.

"So, um, can you help me?" she asked, hopeful.

"Well, we would absolutely love to," he said, drawing out the syllables. "In fact, we are going to Canterlot ourselves."

He snapped his fingers, and three tickets appeared. They were old tickets to a circus, and utterly worthless.

"I have three tickets here," he continued, waving the tickets in front of her face. She reached out absentmindedly, trying to grab them, but he pulled away quickly. "Unfortunately, one of them is for her. Fluttershy."

He gestured behind her up toward the portrait. Her eyes settled on the small yellow filly, and her heart sank.

"Oh," she replied, crestfallen. Shining placed the rabbit on the floor and joined Discord on the other side of the mare. Both of them began leading her up a flight of steps to the left.

"As Captain of the Royal Guard, I have been given the mission of finding and reuniting the Duchess Fluttershy with her family," Shining said, "Discord has offered his assistance in the matter."

"And you do look like her," Discord said.

"The same teal eyes," Shining added.

"The same nature," Discord continued. Flowing Grace looked at the both of them in confusion.

"She's the same age, the same physical type," the unicorn finished.

"Wait, are you trying to tell me that you think I'm the Duchess?" Flowing Grace said, bewildered at the two of them. They stopped in front of a small painting of a white alicorn, whom she recognized as Princess Celestia, and six fillies, including Fluttershy.

"All I'm trying to say is that we've seen hundreds of girls and not one of them looks as much like the Duchess as you! Look at the portrait," Discord exclaimed, pointing up at the painting, specifically at Fluttershy.

"No offense, but this sounds...well, crazy," Gracie said, backing away.

"Trust me, I've seen crazy," Discord snidely said. "But consider this: you don't know what happened to you."

"No one knows what happened to her," Shining commented, "Not to mention that her only family is in Canterlot."

"And you're looking for family in Canterlot!" Discord exclaimed, sliding an arm around and leading her back towards the painting. "You can't tell me you never considered it."

"That I could be royalty?" she responded, pressing a hoof to her chest in awe. Shining and the draconequus both nodded. "Well, I don't know...it's hard to think of yourself as a duchess when you're sleeping on a damp floor...but I guess every lonely filly would like to think she's royalty."

Flowing Grace stared up at the portrait dreamily. She couldn't lie- she had liked to pretend she was a princess when she was little. It had helped when she felt alone. But thinking that she actually was? Never. But seeing the painting...it was too much of a coincidence that they looked alike. But it was probably unlikely she was the Duchess.

"And one little filly is," Shining said, snapping her out of her dreamlike daze. Discord sighed, and began dragging him away.

"Really wish we could help, but the third ticket is for the Grand Duchess Fluttershy," Discord called out as he lead the unicorn down the steps. He heard the mare sigh as she disappeared from view. "Good luck!"

Flowing Grace stepped closer to the painting, looking up at the alicorn and the six fillies at her hooves. She couldn't put her hoof on it but...something did feel familiar. She thought maybe their talk was getting to her. But she had to get to Canterlot still. She held up the necklace in her hoof, it's familiar weight comforting. She had to make a decision.

"Discord!" Shining hissed, "Why didn't you tell her your plan? She's perfect!"

"All she wants is to go to Canterlot. Why give a third of the reward away?" he hissed back.

"I still say that we're walking away too soon," Shining replied as they began to cross the ballroom.

"Don't fret, Captain, I have it all under control. Just walk a little slower," Discord whisper. He started to countdown. "Three...two...one…."

All of a sudden, the mare cried out, "Discord!"

Said draconequus smiled, holding back a laugh as Shining sighed in relief. "Right into our hooves…"

"Discord, wait!" Gracie called out again as she ran down the steps, Angel following close behind.

"Di-did you call me?" Discord turned, gesturing toward himself, trying to look and sound innocent.

"If I don't remember who I am, well, um, then who's to say I'm not a princess or duchess, or whatever she is...right?" the pegasus said. Discord stroked his beard, and hummed.

"Hmm...go on."

"A-and if I'm not Fluttershy, the Princess and her family will know right away and it will just be an honest mistake."

"It's plausible," Discord responded. Oh how she had played right into his scheme. Beautiful.

"But if you are the Duchess," Shining added, "then you'll finally know who you are and have your family back."

Discord chuckled, "You know, he is right. Either way, you get to Canterlot!"

"Right, of course!" Gracie said, ecstatic. She flew into the air, and held out her hoof. Discord shook it, finalizing the agreement. He let go, stepping back a few paces.

"May I present," he said loudly and grandly as he and Shining bowed, "her Royal Highness, the Grand Duchess Fluttershy."

Flowing Grace giggled, and scooped up Angel. "Oh Angel, we're going to Canterlot!"

"The rabbit stays," Discord said, glaring down the bunny as it stuck it's tongue out at him as the group began to leave the hall.

"What? But he's the first friend I made since leaving the orphanage, and he's only a little bunny!"

"The rabbit does not go."

"I say he's going...please?"

"I'm allergic."

"Come on, we have a train to catch," Shining called as the two of them kept at it.

As their debate continued, a small purple dragon awoke, high in the rafters of the room. A small, golden, triangular shaped necklace began to lightly glow next to him.

"Wha- huh?" he mumbled as he leaned over the side to see the group. "Huh…Sorry buddy, Fluttershy is probably dead… Or maybe just unlikely to be found. Like Twilight said once."

The necklace began to release wisps of dark smoke, forming the shape of a breezy, but had more characteristics of a bat and a bug than their real life counterparts. It flew to the side of the dragon. Spike saw it from the corner of his eye, not really acknowledging what it was for a moment.

"Am I right? I mean, how could that be…" Spike continued as he turned to face the form next to him. It took him a second to start screaming in surprise. Suddenly hundreds more of smoke breezies poured from the necklace reaching eagerly to the pegasus, only to vanish in a puff of smoke as they ventured too far from the necklace. Once he stopped screaming, Spike turned to the necklace.

"Oh really? Just because that thing woke up after all this time, I'm supposed to believe she's Fluttershy?" Spike said, staring the necklace down. He despised that thing. It kept him chained to his 'master' forever. All of a sudden, it began to glow and shake violently.

"Okay! I get the message! Stop glowing and doing the smoke thing!" he exclaimed, waving his claws at it. He paused, amazed, and turned back towards the mare.

"If that thing has come back to life, than that must mean that that's Fluttershy! And that's her!" he exclaimed happily. "If only I could tell Twilight…"

The necklace shifted, wrapping it's chain around Spike's ankles. He looked down, and tried to untie his leg from it. Suddenly, it took off like a rocket, dragging Spike along with it.

"Whoaaaaaaaah!" Spike managed to yell as he plummeted to the floor. He tensed, ready to crash into the marble, but it never came. He and the necklace both disappeared below the stones, leaving nothing but a few displaced cobwebs and scales.

As they descended deep underground, Spike recognized his surroundings as Tartarus. He had a sinking feeling in his stomach as they grew closer to one of the cells. He could see a slumped, bony figure kneeled on the floor. Spike reached for the chain, hoping to get free before they landed. But it was too late. They landed with a loud thud as scales scraped against the floor, Spike sliding into the bony side of the prisoner. He looked up, hoping that the figure hadn't noticed him. But as soon as the thought went through his head, a bony hand grabbed his neck, lifting him up towards the emaciated face of Tirek.

"Ah, Spike, come to visit?" the creature rasped as the dragon writhed. He dropped him on the floor without a glance. Spike snarled up at him as disgust filled his face.

"Tirek, you're looking well. And by well, I'm mean you look like a corpse. How are you even alive?" he snapped. He stood up, brushing off his tail.

"You are interrupting my solitude. Get out," Tirek said, standing up to his full height. "Unless you are here to report something? I felt the dark forces stirring."

"I don't have to tell you anything," Spike said with disdain as he turned away from him, raising his nose to the air. Tirek lifted a hoof, and pushed Spike to the ground.

"Need I remind you of what will happen to a certain princess if you disobey," Tirek growled, as he placed a hoof in the center of the dragon's back, applying slight pressure before lifting it off. Spike got up once again, and puffed out his chest, trying to look as big as he could.

"Now, is there something you wish to tell me?" Tirek said, glaring him down.

"Fluttershy was found today. Alive. She's going to Canterlot, and your curse is going to be broken. I guess curses just aren't what they used to be, huh?" Spike said, snarkily.

"WHAT? ALIVE?" Tirek yelled, seething with anger. He began to pace, hooves cracking down on the floor, sounding like thunder. Spike jumped from his path, the necklace dragging behind him. "That brat!"

He grabbed Spike once more by the neck, not realizing he was squeezing him in his anger. "It's because of her and Princess Celestia I'm here! My curse unfulfilled!"

Spike gasped for air, clawing at Tirek's hand. Tirek dropped him on the ground, and continued pacing. Spike rubbed his neck, only to find the bony hand of Tirek still there. He withheld his scream, only to hear Tirek groan, and began to wail.

"I'm falling apart! The years spent here have turned me into nothing more than a corpse. I'm a wreck!" he cried as he slumped down to the ground. Spike rolled his eyes at the melodrama, and walked over to him.

"Considering if you're dead, I guess you still look alright," Spike said half-heartedly as he pushed the hand into place. Tirek glared at him through the corner of his eye before raising up to his knees.

"If only I hadn't lost that amulet...It tied me to the world above, getting me power," Tirek growled. Spike looked at the necklace tied to his ankle.

"You mean this one?" he said grumpily, raising his leg so it no longer dragged on the floor. Tirek gasped, pulling it off of his ankle.

"Where and how did you find it?" he demanded as he tied it around his neck.

"After we made that deal. In the palace courtyard," Spike replied, rubbing his ankle. "You ranted about it for awhile remember? Something about it being from someone who betrayed you, yadda yadda, now used for evil, yadda yadda?"

But Tirek was ignoring him. He stroked the amulet, chuckling. "My old friend, together again. Finally, I'll get my powers back, Celestia will suffer, and the little duchess will DIE!"

The amulet flashed, sparking with dark red lightning. Spike jumped away from Tirek, shouting in surprise. He crashed to the floor, staring up at the creature as electricity crackled in the air. The floor cracked around him, and decrepit changelings began to creep from it.

"_In the dark of the night I was tossing and turning,"_ Tirek rasped, a look of fake fear crossing his face, "_And the nightmare I had was as bad as can be -"_

Spike tried to move as Changelings circled him, and more poured from the stone, as though hatching from dormancy, along with skeleton-like diamond dogs. A dozen or so picked up Tirek, tossing him as he continued.

_"It scared me out of my wits,_" he sang as he was suddenly dropped, falling into pieces, "_A corpse falling to bits!"_

His head bounced, landing right into Spike's claws, and still sang.

_"Then I opened my eyes_

_And the nightmare was...me!"_

He snapped himself whole again, pacing the room once more towards, a small elevated platform.

_"I was once the most powerful creature in all Equestria,"_ he sang, placing the amulet on the platform. "_When the royals banished me they made a mistake!"_

The amulet oozed red smoke once more, this time forming a sort of portal. Through it, Tirek could see Flowing Grace running to catch a train. He watched, scowling as she hopped aboard with the help of a brown unicorn.

"_My curse made each of them pay! But one little filly got away!"_ he sang, slamming a fist onto the the table."_Fluttershy, beware, Tirek's going to escape!"_

He angrily swiped the smoke away, and grabbed the necklace. The changelings and diamond dogs, now all awake, joined together, and started singing.

_"In the dark of the night evil will find her_

_In the dark of the night just before dawn!_

_Aah…"_

_"Revenge will be sweet,"_ Tirek continued, before the others joined in, "_When the curse is complete! In the dark of the night-"_

"_She'll be gone!"_ Tirek sang. The necklace glowed, and Spike could see him growing larger, despite how he was being manhandled by some changelings. "_I can feel that my powers are slowly returning!"_

Changelings swarmed, around him, holding a tattered black cloak, and a bottle of what looked like grey liquid, as he stepped in from of a mirror.

"_Tie my cloak and a dash of smoke for that smell!"_ he commanded. As they did so, the mirror showed not his reflection, but that of Flowing Grace's. She seemed to mock his motions as he straightened his cloak and hair. "_As the pieces fall into place, I'll see her crawl into place! Goodbye, Fluttershy, Your Grace! Farewell…"_

He swiped away the changelings, and the floor beneath him broke away, revealing a set of winding stairs, which he and the remnants of his army descended.

"_In the dark of the night terror will strike her!"_ the Changelings chorused, as Tirek interjected, "Terror's the least I can do!"

"_In the dark of the night evil will brew,"_ the dogs sang back. Tirek growing larger still, pushed them out of his way as he continued to thunder down the steps.

"_Soon she will feel that her nightmares are real!"_ Tirek sang out triumphantly as the creatures swarmed around him. "_In the dark of the night-"_

"_She'll be through!"_ Tirek shouted over them as they continued.

_"In the dark of the night_

_Evil will find her_

_Find her!_

_Ooh!_

_In the dark of the night terror comes true._

_Doom her!"_

_"My dear, here's a sign -"_ Tirek sang as they reached the bottom, and the others joined, "_It's the end of the line!"_

_"In the dark of the night…_" the creatures chanted, surrounding Tirek as he placed the amulet into a pedestal, "_In the dark of the night…"_

_"Come my minions, rise for your master,"_ Tirek sang, waving his hands over the necklace as red smoke poured from it, forming more smoke breezies, and began to swirl around the changelings and diamond dogs, turning them into smokier, darker, and more dangerous and demonic versions of themselves. "_Let your evil shine! Find her now, yes, fly ever faster…"_

Spike could only watch in fear as the smoke creatures began to fly, around the staircase, and out into the world. Even as smoke they still chanted, growing louder and faster as they flew higher.

_"In the dark of the night..._

_In the dark of the night..._

_In the dark of the night!"_

"**She'll be mine!"** Tirek howled into the air as the last of the creatures flew out.

* * *

And thus we introduce Spike and Tirek. More on Spike in later chapters wink wonk.

Also we start the adventure! yey!

and auditions are still up! so come and audition!

Discord: watch?v=eN4kwc-ek2s

Tirek: watch?v=8twknarh2P4

Shining Armor: watch?v=7ELtMlG6czE

Cadance: watch?v=enMjnMVYVZQ


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